Québec City and Montréal offices advise H2O Innovation Inc. in its C$395m going-private transaction

Our Québec City and Montréal offices advised H₂O Innovation Inc. in connection with the sale of all of its issued and outstanding shares, other than the shares rolled over by Investissement Québec, Caisse de dépôt et placement du Québec and certain key executives of H₂O, to Ember SPV I Purchaser Inc., an entity controlled by funds managed by New York-based private equity firm Ember Infrastructure Management, LP, for C$4.25 in cash per share. The transaction was effected by way of a statutory plan of arrangement under the Canada Business Corporations Act.

We provided strategic advice to both H₂O and its special committee of independent directors throughout their review of strategic alternatives culminating with this going-private transaction. The firm assisted H₂O in the negotiations that ultimately resulted in H₂O securing a purchase price of C$4.25 in cash per share, representing a significant premium of 68% to the closing price of the shares on the TSX on the day prior to the announcement. We also provided key technical advice related to (i) a “go-shop” process that allowed H₂O to seek alternative offers for a 30-day period following the execution of the arrangement agreement and the announcement of the transaction, and (ii) securities laws matters, including Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions matters.

“We are delighted by the work of the Norton Rose Fulbright team who, at every turn, delivered key and timely strategic advice. Their team is composed of truly talented lawyers at all levels and has displayed unwavering dedication throughout the process.” – Frédéric Dugré, President & CEO of H₂O Innovation Inc.

This transaction allowed H₂O shareholders to benefit from a significant premium in exchange for their shares and will allow H₂O to continue its partnership with Investissement Québec and Caisse de dépôt et placement du Québec, important Québec-based institutions and important shareholders of H₂O, in a private company structure. The head office of H₂O will remain in the Province of Québec. The fact that the transaction included a “go-shop” process is also noteworthy given that “go-shop” processes are only present in a very small subset of public M&A transactions in Canada.